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                                                                    Exhibit 10.5

                      AMENDMENT NO. 1 TO SECURITY AGREEMENT

     THIS AMENDMENT NO. 1 TO THE SECURITY AGREEMENT (this "Amendment") is made
as of July 11, 2003 by and between MERISANT COMPANY 2, SARL, a limited liability
company organized and existing under the laws of Switzerland (the "Grantor"),
and MERISANT COMPANY, a Delaware corporation (the "Secured Party") under that
certain Security Agreement dated as of December 22, 2000 by and among the
Grantor and the Secured Party (the "Security Agreement"). Defined terms used
herein and not otherwise defined herein shall have the meaning given to them in
the Security Agreement.

                                   WITNESSETH

     WHEREAS, the Grantor and the Secured Party are parties to the Security
Agreement; and

     WHEREAS, the Grantor and the Secured Party have agreed to amend the
Security Agreement on the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the premises set forth above, the terms
and conditions contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
have agreed to the following amendments to the Security Agreement:

          1.     AMENDMENTS.

     1.1. Section 1 of the Security Agreement is amended (i) to delete the
          definitions of "Administrative Agent", "Arrangers", "Consent and
          Second Amendment", "Credit Agreement", "Guarantee & Collateral
          Agreement", "Lenders" and "Syndication Agent", (ii) to delete the
          phrase "dated _______" now appearing in the definition of "Assignment
          and Assumption Agreement" and to substitute the following therefor:
          "December 22, 2000", (iii) to delete the phrase "dated December __,
          2000" now appearing in the definition of "SwissCo Intercompany Note"
          and to substitute the following therefor: "dated December 22, 2000",
          and (iv) to insert the following new definitions alphabetically
          therein:

                 "AMENDMENT NO. 1 EFFECTIVE DATE" MEANS JULY 11, 2003.

                 " CREDIT AGREEMENT" MEANS THAT CERTAIN CREDIT AGREEMENT, DATED
          AS OF JULY 11, 2003, BY AND AMONG THE SECURED PARTY, AS BORROWER,
          TABLETOP HOLDINGS, INC., THE FINANCIAL INSTITUTIONS AND OTHER ENTITIES
          FROM TIME TO TIME PARTIES THERETO AS LENDERS (THE "LENDERS"), CREDIT
          SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT (THE "ADMINISTRATIVE
          AGENT"), AND CREDIT SUISSE FIRST BOSTON, AS SOLE ARRANGER AND BOOK
          MANAGER, AS AMENDED, MODIFIED, RENEWED, EXTENDED, SUBSTITUTED,
          RESTRUCTURED, REPLACED, SUPPLEMENTED OR RESTATED, IN WHOLE OR IN PART
          AND WITHOUT LIMITATION AS TO AMOUNT, TERMS, CONDITIONS OR COVENANTS.

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                 "MATERIAL INTELLECTUAL PROPERTY" MEANS ALL TRADEMARKS, SUBJECT
          AGREEMENTS AND SUBJECT INTANGIBLES OWNED BY OR LICENSED TO A GRANTOR
          WHICH IS MATERIAL TO ITS BUSINESS.

                 "MERISANT SECURITY AGREEMENT" MEANS THAT CERTAIN SECURITY
          AGREEMENT, DATED AS OF JULY 11, 2003, BY AND AMONG TABLETOP HOLDINGS,
          INC., THE SECURED PARTY AND CERTAIN OTHER SUBSIDIARIES OF THE SECURED
          PARTY, AS GRANTORS, AND THE ADMINISTRATIVE AGENT, AS AMENDED,
          MODIFIED, RENEWED, EXTENDED, SUBSTITUTED, RESTRUCTURED, REPLACED,
          SUPPLEMENTED OR RESTATED, IN WHOLE OR IN PART AND WITHOUT LIMITATION
          AS TO AMOUNT, TERMS, CONDITIONS OR COVENANTS.

     1.2. Each reference to the term "Guarantee and Collateral Agreement" now
          appearing in the Security Agreement is deleted and the following is
          substituted therefor: "Merisant Security Agreement".

     1.3. Section 3 of the Security Agreement is amended to delete the phrase
          "those jurisdictions recited in Clause 9(F)(ii) of the Consent and
          Second Amendment" now appearing therein and to substitute the
          following therefor: "France, Germany, United Kingdom, Italy, Benelux,
          Mexico and Australia".

     1.4. Section 5(d) of the Security Agreement is deleted in its entirety, and
          the following is substituted therefor:

          (d)    GRANTOR HEREBY REPRESENTS AND WARRANTS THAT:

          (i)    TITLE; NO OTHER LIENS. EXCEPT FOR THE LIEN GRANTED TO THE
                 SECURED PARTY PURSUANT TO THIS AGREEMENT AND THE OTHER LIENS
                 PERMITTED TO EXIST ON THE COLLATERAL UNDER THE CREDIT
                 AGREEMENT, THE GRANTOR HAS RIGHTS IN AND POWER TO TRANSFER EACH
                 ITEM OF COLLATERAL IN WHICH A LIEN IS GRANTED BY IT HEREUNDER,
                 FREE AND CLEAR OF ANY AND ALL LIENS. FOR THE AVOIDANCE OF
                 DOUBT, IT IS UNDERSTOOD AND AGREED THAT THE GRANTOR MAY, AS
                 PART OF ITS BUSINESS, GRANT LICENSES TO THIRD PARTIES TO USE
                 COLLATERAL OWNED OR DEVELOPED BY THE GRANTOR. FOR PURPOSES OF
                 THIS AGREEMENT AND THE SWISSCO INTERCOMPANY NOTE, SUCH
                 LICENSING ACTIVITY SHALL NOT CONSTITUTE A "LIEN" ON SUCH
                 INTELLECTUAL PROPERTY.

          (ii)   PERFECTION AND PRIORITY. THE FILINGS HAVING BEEN DULY MADE IN
                 THE LOCATIONS SPECIFIED IN SECTION 3, THE SECURITY INTEREST
                 GRANTED PURSUANT TO THIS AGREEMENT CONSTITUTES A VALID AND
                 CONTINUING PERFECTED SECURITY INTEREST IN FAVOR OF THE SECURED
                 PARTY IN THE COLLATERAL. SUCH SECURITY INTEREST IS PRIOR TO ALL
                 OTHER LIENS ON THE COLLATERAL EXCEPT FOR LIENS WHICH HAVE
                 PRIORITY OVER THE SECURED PARTY'S LIEN AS PERMITTED UNDER
                 SECTION 6.3 OF THE CREDIT AGREEMENT.

          (iii)  JURISDICTION OF INCORPORATION; CHIEF EXECUTIVE OFFICE.

                       (a)  WITHIN THE FIVE-YEAR PERIOD PRECEDING THE AMENDMENT
                 NO. 1 EFFECTIVE DATE THE GRANTOR HAS NOT HAD, OR OPERATED IN
                 ANY JURISDICTION

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                 UNDER, ANY TRADE NAME, FICTITIOUS NAME OR OTHER NAME OTHER THAN
                 ITS LEGAL NAME.

                       (b)  ON THE AMENDMENT NO. 1 EFFECTIVE DATE THE GRANTOR'S
                 JURISDICTION OF ORGANIZATION AND THE LOCATION OF THE GRANTOR'S
                 CHIEF EXECUTIVE OFFICE OR SOLE PLACE OF BUSINESS ARE SPECIFIED
                 IN THE PREAMBLE TO THIS AGREEMENT, AND THE GRANTOR HAS NO
                 ORGANIZATIONAL IDENTIFICATION NUMBER.

          (iv)   INTELLECTUAL PROPERTY.

                       (a)  SCHEDULE A (AS SUPPLEMENTED AS OF THE AMENDMENT
                 NO. 1 EFFECTIVE DATE) LISTS ALL MATERIAL INTELLECTUAL PROPERTY
                 OF THE GRANTOR ON THE AMENDMENT NO. 1 EFFECTIVE DATE,
                 SEPARATELY IDENTIFYING THAT OWNED BY THE GRANTOR AND THAT
                 LICENSED TO THE GRANTOR. THE MATERIAL INTELLECTUAL PROPERTY SET
                 FORTH ON SCHEDULE A FOR THE GRANTOR CONSTITUTES ALL OF THE
                 INTELLECTUAL PROPERTY RIGHTS NECESSARY FOR THE GRANTOR TO
                 CONDUCT ITS BUSINESS.

                       (b)  ON THE DATE HEREOF, ALL MATERIAL INTELLECTUAL
                 PROPERTY OWNED BY THE GRANTOR IS VALID, SUBSISTING, UNEXPIRED
                 AND ENFORCEABLE, HAS NOT BEEN ADJUDGED INVALID AND HAS NOT BEEN
                 ABANDONED, OPPOSED OR CANCELLED OR OTHERWISE CHALLENGED AND THE
                 USE THEREOF IN THE BUSINESS OF THE GRANTOR DOES NOT INFRINGE
                 THE INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSON.

                       (c)  EXCEPT AS SET FORTH IN SCHEDULE A (AS SUPPLEMENTED
                 AS OF THE AMENDMENT NO. 1 EFFECTIVE DATE), ON THE AMENDMENT NO.
                 1 EFFECTIVE DATE, NONE OF THE MATERIAL INTELLECTUAL PROPERTY
                 OWNED BY THE GRANTOR IS THE SUBJECT OF ANY LICENSING OR
                 FRANCHISE AGREEMENT PURSUANT TO WHICH THE GRANTOR IS THE
                 LICENSOR OR FRANCHISOR.

                       (d)  NO HOLDING, DECISION OR JUDGMENT HAS BEEN RENDERED
                 BY ANY GOVERNMENTAL AUTHORITY THAT WOULD LIMIT, CANCEL OR
                 QUESTION THE VALIDITY OR ENFORCEABILITY OF, OR THE GRANTOR'S
                 RIGHTS IN, ANY MATERIAL INTELLECTUAL PROPERTY.

                       (e)  NO ACTION OR PROCEEDING SEEKING TO LIMIT, CANCEL OR
                 QUESTION THE VALIDITY OF ANY MATERIAL INTELLECTUAL PROPERTY
                 OWNED BY THE GRANTOR OR THE GRANTOR'S OWNERSHIP INTEREST
                 THEREIN IS ON THE DATE HEREOF PENDING OR, TO THE KNOWLEDGE OF
                 THE GRANTOR, THREATENED. THERE ARE NO CLAIMS, JUDGMENTS OR
                 SETTLEMENTS TO BE PAID BY THE GRANTOR RELATING TO THE MATERIAL
                 INTELLECTUAL PROPERTY NOR ANY INJUNCTIONS ISSUED LIMITING OR
                 BARRING USE OF ANY MATERIAL INTELLECTUAL PROPERTY.

     1.5. Section 5(e) of the Security Agreement is deleted in its entirety, and
          the following is substituted therefor:

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          (e)    GRANTOR HEREBY FURTHER REPRESENTS AND WARRANTS THAT:

          (i)    CORPORATE EXISTENCE; COMPLIANCE WITH LAW. THE GRANTOR (a) IS
                 DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE
                 LAWS OF THE JURISDICTION OF ITS ORGANIZATION, (b) HAS THE
                 CORPORATE POWER AND AUTHORITY, AND THE LEGAL RIGHT, TO OWN AND
                 OPERATE ITS PROPERTY, TO LEASE THE PROPERTY IT OPERATES AS
                 LESSEE AND TO CONDUCT THE BUSINESS IN WHICH IT IS CURRENTLY
                 ENGAGED, (c) IS DULY QUALIFIED AS A FOREIGN CORPORATION AND IN
                 GOOD STANDING UNDER THE LAWS OF EACH JURISDICTION WHERE ITS
                 OWNERSHIP, LEASE OR OPERATION OF PROPERTY OR THE CONDUCT OF ITS
                 BUSINESS REQUIRES SUCH QUALIFICATION EXCEPT TO THE EXTENT THE
                 FAILURE TO SO QUALIFY COULD NOT, IN THE AGGREGATE, REASONABLY
                 BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, (d) IS IN
                 COMPLIANCE WITH ALL REQUIREMENTS OF LAW EXCEPT TO THE EXTENT
                 THAT THE FAILURE TO COMPLY THEREWITH WOULD NOT, IN THE
                 AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
                 EFFECT, (e) IS IN COMPLIANCE WITH ITS CONSTITUENT DOCUMENTS AND
                 (f) HAS ALL NECESSARY PERMITS FROM OR BY, HAS MADE ALL
                 NECESSARY FILINGS WITH, AND HAS GIVEN ALL NECESSARY NOTICES TO,
                 EACH GOVERNMENTAL AUTHORITY HAVING JURISDICTION, TO THE EXTENT
                 REQUIRED FOR SUCH OWNERSHIP, OPERATION, LEASE AND CONDUCT,
                 EXCEPT FOR PERMITS, FILINGS OR NOTICES THE FAILURE TO OBTAIN OR
                 MAKE WOULD NOT, IN THE AGGREGATE, REASONABLY BE EXPECTED TO
                 HAVE A MATERIAL ADVERSE EFFECT.

          (ii)   CORPORATE POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS. THE
                 GRANTOR HAS THE CORPORATE POWER AND AUTHORITY, AND THE LEGAL
                 RIGHT, TO MAKE, DELIVER AND PERFORM THIS AGREEMENT AND THE
                 SWISSCO INTERCOMPANY NOTE. THE GRANTOR HAS TAKEN ALL NECESSARY
                 CORPORATE ACTION TO AUTHORIZE THE EXECUTION, DELIVERY AND
                 PERFORMANCE OF THIS AGREEMENT AND THE SWISSCO INTERCOMPANY
                 NOTE. NO CONSENT OR AUTHORIZATION OF, FILING WITH, NOTICE TO OR
                 OTHER ACT BY OR IN RESPECT OF, ANY GOVERNMENTAL AUTHORITY OR
                 ANY OTHER PERSON IS REQUIRED IN CONNECTION WITH THE EXTENSIONS
                 OF CREDIT HEREUNDER OR WITH THE EXECUTION, DELIVERY,
                 PERFORMANCE, VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR
                 THE SWISSCO INTERCOMPANY NOTE, EXCEPT (a) CONSENTS,
                 AUTHORIZATIONS, FILINGS AND NOTICES WHICH HAVE BEEN OBTAINED OR
                 MADE AND ARE IN FULL FORCE AND EFFECT AND (b) THE FILINGS
                 REFERRED TO IN SECTION 5(d). THIS AGREEMENT AND THE SWISSCO
                 INTERCOMPANY NOTE HAVE BEEN DULY EXECUTED AND DELIVERED ON
                 BEHALF OF THE GRANTOR. EACH OF THIS AGREEMENT AND THE SWISSCO
                 INTERCOMPANY NOTE CONSTITUTES A LEGAL, VALID AND BINDING
                 OBLIGATION OF THE GRANTOR, ENFORCEABLE AGAINST THE GRANTOR IN
                 ACCORDANCE WITH ITS TERMS, EXCEPT AS ENFORCEABILITY MAY BE
                 LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION,
                 MORATORIUM OR SIMILAR LAWS AFFECTING THE ENFORCEMENT OF
                 CREDITORS' RIGHTS GENERALLY AND BY GENERAL EQUITABLE PRINCIPLES
                 (WHETHER ENFORCEMENT IS SOUGHT BY PROCEEDINGS IN EQUITY OR AT
                 LAW).

          (iii)  NO LEGAL BAR. THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
                 AGREEMENT AND THE SWISSCO INTERCOMPANY NOTE WILL NOT VIOLATE
                 ANY REQUIREMENT OF LAW OR ANY CONTRACTUAL OBLIGATION OF THE
                 GRANTOR AND WILL NOT RESULT IN,

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                 OR REQUIRE, THE CREATION OR IMPOSITION OF ANY LIEN ON ANY OF
                 THEIR RESPECTIVE PROPERTIES OR REVENUES PURSUANT TO ANY
                 REQUIREMENT OF LAW OR ANY SUCH CONTRACTUAL OBLIGATION (OTHER
                 THAN THE LIENS CREATED HEREUNDER). NO REQUIREMENT OF LAW OR
                 CONTRACTUAL OBLIGATION APPLICABLE TO THE GRANTOR WOULD
                 REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT. NO
                 PERFORMANCE OF AN CONTRACTUAL OBLIGATION BY THE GRANTOR, EITHER
                 UNCONDITIONALLY OR UPON THE HAPPENING OF AN EVENT, WOULD RESULT
                 IN THE CREATION OF A LIEN (OTHER THAN A LIEN PERMITTED UNDER
                 SECTION 5(d)) ON THE PROPERTY OR ASSETS THEREOF.

          (iv)   LITIGATION. NO LITIGATION, INVESTIGATION OR PROCEEDING OF OR
                 BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY IS PENDING OR,
                 TO THE BEST KNOWLEDGE OF THE GRANTOR, THREATENED BY OR AGAINST
                 THE GRANTOR OR AGAINST ANY OF ITS OR REVENUES (a) WITH RESPECT
                 THE AGREEMENT OR THE SWISSCO INTERCOMPANY NOTE OR ANY OF THE
                 TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR (b) THAT WOULD
                 REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.

     1.6. Section 6 of the Security Agreement is deleted in its entirety, and
          the following is substituted therefor:

          SECTION 6. COVENANTS.  THE GRANTOR HEREBY COVENANTS AND AGREES THAT:

     (a)  DELIVERY OF INSTRUMENTS AND CHATTEL PAPER. IF ANY MATERIAL AMOUNT
          PAYABLE UNDER OR IN CONNECTION WITH ANY OF THE COLLATERAL OWNED BY THE
          GRANTOR SHALL BE OR BECOME EVIDENCED BY AN INSTRUMENT OR CHATTEL
          PAPER, THE GRANTOR SHALL PROMPTLY DELIVER SUCH INSTRUMENT OR CHATTEL
          PAPER TO THE SECURED PARTY, DULY INDORSED IN A MANNER REASONABLY
          SATISFACTORY TO THE SECURED PARTY, OR, IF CONSENTED TO BY THE SECURED
          PARTY, SHALL MARK ALL SUCH INSTRUMENTS AND CHATTEL PAPER WITH THE
          FOLLOWING LEGEND: "THIS WRITING AND THE OBLIGATIONS EVIDENCED OR
          SECURED HEREBY ARE SUBJECT TO THE SECURITY INTEREST OF MERISANT
          COMPANY, AS SECURED PARTY".

     (b)  PAYMENT OF OBLIGATIONS. THE GRANTOR WILL PAY AND DISCHARGE OR
          OTHERWISE SATISFY AT OR BEFORE MATURITY OR BEFORE THEY BECOME
          DELINQUENT, AS THE CASE MAY BE, ALL MATERIAL TAXES, ASSESSMENTS AND
          GOVERNMENTAL CHARGES OR LEVIES IMPOSED UPON THE COLLATERAL OR IN
          RESPECT OF INCOME OR PROFITS THEREFROM, AS WELL AS ALL CLAIMS OF ANY
          KIND (INCLUDING CLAIMS FOR LABOR, MATERIALS AND SUPPLIES) AGAINST OR
          WITH RESPECT TO THE COLLATERAL, EXCEPT THAT NO SUCH CHARGE NEED BE
          PAID IF THE AMOUNT OR VALIDITY THEREOF IS CURRENTLY BEING CONTESTED IN
          GOOD FAITH BY APPROPRIATE PROCEEDINGS, RESERVES IN CONFORMITY WITH
          GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AS IN EFFECT FROM TIME TO
          TIME WITH RESPECT THERETO HAVE BEEN PROVIDED ON THE BOOKS OF THE
          GRANTOR AND SUCH PROCEEDINGS COULD NOT REASONABLY BE EXPECTED TO
          RESULT IN THE SALE, FORFEITURE OR LOSS OF ANY MATERIAL PORTION OF THE
          COLLATERAL OR ANY INTEREST THEREIN OR OTHERWISE RESULT IN A MATERIAL
          ADVERSE EFFECT.

     (c)  MAINTENANCE OF PERFECTED SECURITY INTEREST; FURTHER DOCUMENTATION.

          (i)    THE GRANTOR WILL MAINTAIN THE SECURITY INTEREST CREATED BY THIS
                 AGREEMENT AS A PERFECTED SECURITY INTEREST HAVING AT LEAST THE
                 PRIORITY DESCRIBED IN SECTION 5(d) AND SHALL DEFEND SUCH
                 SECURITY INTEREST AGAINST THE CLAIMS AND

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                 DEMANDS OF ALL PERSONS (OTHER THAN PERSONS HOLDING LIENS
                 EXPRESSLY PERMITTED BY SECTION 5(d)).

          (ii)   THE GRANTOR WILL FURNISH TO THE SECURED PARTY FROM TIME TO TIME
                 STATEMENTS AND SCHEDULES FURTHER IDENTIFYING THE COLLATERAL AND
                 SUCH OTHER REPORTS IN CONNECTION WITH THE COLLATERAL AS THE
                 SECURED PARTY MAY REASONABLY REQUEST, ALL IN REASONABLE DETAIL.

          (iii)  AT ANY TIME AND FROM TIME TO TIME, UPON THE WRITTEN REQUEST OF
                 THE SECURED PARTY, AND AT THE SOLE EXPENSE OF THE GRANTOR, THE
                 GRANTOR WILL PROMPTLY AND DULY EXECUTE AND DELIVER, AND HAVE
                 RECORDED, SUCH FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE SUCH
                 FURTHER ACTION AS THE SECURED PARTY MAY REASONABLY REQUEST FOR
                 THE PURPOSE OF OBTAINING OR PRESERVING THE FULL BENEFITS OF
                 THIS AGREEMENT AND OF THE RIGHTS AND POWERS HEREIN GRANTED,
                 INCLUDING THE FILING OF ANY FINANCING OR CONTINUATION STATEMENT
                 UNDER APPLICABLE LAWS IN EFFECT IN ANY JURISDICTION WITH
                 RESPECT TO THE SECURITY INTEREST CREATED HEREBY.

     (d)  CHANGES IN LOCATIONS, NAME, ETC. EXCEPT UPON 15 DAYS' PRIOR WRITTEN
          NOTICE TO THE SECURED PARTY AND DELIVERY TO THE SECURED PARTY OF ALL
          ADDITIONAL EXECUTED FINANCING STATEMENTS AND OTHER DOCUMENTS
          REASONABLY REQUESTED BY THE SECURED PARTY TO MAINTAIN THE VALIDITY,
          PERFECTION AND PRIORITY OF THE SECURITY INTERESTS PROVIDED FOR HEREIN,
          THE GRANTOR WILL NOT:

          (i)    CHANGE ITS JURISDICTION OF INCORPORATION OR THE LOCATION OF ITS
                 CHIEF EXECUTIVE OFFICE OR SOLE PLACE OF BUSINESS FROM THAT
                 REFERRED TO IN THE PREAMBLE TO THIS AGREEMENT; OR

          (ii)   CHANGE ITS NAME, IDENTITY OR CORPORATE STRUCTURE TO SUCH AN
                 EXTENT THAT ANY FINANCING STATEMENT FILED IN CONNECTION WITH
                 THIS AGREEMENT WOULD BECOME MISLEADING.

     (e)  INTELLECTUAL PROPERTY.

          (i)    THE GRANTOR (EITHER ITSELF OR THROUGH LICENSEES) WILL (i)
                 CONTINUE TO USE EACH TRADEMARK THAT IS MATERIAL INTELLECTUAL
                 PROPERTY IN ORDER TO MAINTAIN SUCH TRADEMARK IN FULL FORCE AND
                 EFFECT WITH RESPECT TO EACH CLASS OF GOODS FOR WHICH SUCH
                 TRADEMARK IS CURRENTLY USED, FREE FROM ANY CLAIM OF ABANDONMENT
                 FOR NON-USE, (ii) MAINTAIN AS IN THE PAST THE QUALITY OF
                 PRODUCTS AND SERVICES OFFERED UNDER SUCH TRADEMARK, (iii) USE
                 SUCH TRADEMARK WITH THE APPROPRIATE NOTICE OF REGISTRATION AND
                 ALL OTHER NOTICES AND LEGENDS REQUIRED BY APPLICABLE
                 REQUIREMENTS OF LAW, (iv) NOT ADOPT OR USE ANY MARK WHICH IS
                 CONFUSINGLY SIMILAR OR A COLORABLE IMITATION OF SUCH TRADEMARK
                 UNLESS THE SECURED PARTY SHALL OBTAIN A PERFECTED SECURITY
                 INTEREST IN SUCH MARK PURSUANT TO THIS AGREEMENT AND (v) NOT
                 (AND NOT PERMIT ANY LICENSEE OR SUBLICENSEE THEREOF TO) DO ANY
                 ACT OR KNOWINGLY OMIT TO DO ANY ACT WHEREBY SUCH TRADEMARK MAY
                 BECOME

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                 INVALIDATED OR IMPAIRED IN ANY WAY OR DESTROY OR OTHERWISE
                 TARNISH THE GOODWILL ASSOCIATED WITH ANY TRADEMARK.

          (ii)   THE GRANTOR (EITHER ITSELF OR THROUGH LICENSEES) WILL NOT DO
                 ANY ACT, OR OMIT TO DO ANY ACT, WHEREBY ANY TRADE SECRET WHICH
                 IS MATERIAL INTELLECTUAL PROPERTY MAY BECOME PUBLICLY AVAILABLE
                 OR OTHERWISE UNPROTECTABLE.

          (iii)  THE GRANTOR (EITHER ITSELF OR THROUGH LICENSEES) WILL NOT DO
                 ANY ACT THAT KNOWINGLY USES ANY MATERIAL INTELLECTUAL PROPERTY
                 TO INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER
                 PERSON.

          (iv)   THE GRANTOR WILL NOTIFY THE SECURED PARTY IMMEDIATELY IF IT
                 KNOWS, OR HAS REASON TO KNOW, THAT ANY APPLICATION OR
                 REGISTRATION RELATING TO ANY MATERIAL INTELLECTUAL PROPERTY MAY
                 BECOME FORFEITED, ABANDONED OR DEDICATED TO THE PUBLIC, OR OF
                 ANY ADVERSE DETERMINATION OR DEVELOPMENT (INCLUDING THE
                 INSTITUTION OF, OR ANY SUCH DETERMINATION OR DEVELOPMENT IN,
                 ANY PROCEEDING IN THE UNITED STATES PATENT AND TRADEMARK OFFICE
                 OR ANY COURT OR TRIBUNAL IN ANY COUNTRY) REGARDING THE
                 GRANTOR'S OWNERSHIP OF, RIGHT TO USE, INTEREST IN, OR THE
                 VALIDITY OF, ANY MATERIAL INTELLECTUAL PROPERTY OR THE
                 GRANTOR'S RIGHT TO REGISTER THE SAME OR TO OWN AND MAINTAIN THE
                 SAME.

          (v)    WHENEVER THE GRANTOR, EITHER BY ITSELF OR THROUGH ANY AGENT,
                 LICENSEE OR DESIGNEE, SHALL FILE AN APPLICATION FOR THE
                 REGISTRATION OF ANY INTELLECTUAL PROPERTY WITH THE UNITED
                 STATES PATENT AND TRADEMARK OFFICE OR ANY SIMILAR OFFICE OR
                 AGENCY WITHIN OR OUTSIDE THE UNITED STATES, THE GRANTOR SHALL
                 REPORT SUCH FILING TO THE SECURED PARTY WITHIN FIVE BUSINESS
                 DAYS AFTER THE LAST DAY OF THE FISCAL QUARTER IN WHICH SUCH
                 FILING OCCURS. UPON REQUEST OF THE SECURED PARTY, THE GRANTOR
                 SHALL EXECUTE AND DELIVER, AND HAVE RECORDED, ANY AND ALL
                 AGREEMENTS, INSTRUMENTS, DOCUMENTS, AND PAPERS AS THE SECURED
                 PARTY MAY REQUEST TO EVIDENCE THE SECURED PARTY'S SECURITY
                 INTEREST IN ANY TRADEMARK AND THE GOODWILL AND GENERAL
                 INTANGIBLES OF THE GRANTOR RELATING THERETO OR REPRESENTED
                 THEREBY.

          (vi)   THE GRANTOR WILL TAKE ALL REASONABLE ACTIONS NECESSARY OR
                 REQUESTED BY THE SECURED PARTY, INCLUDING IN ANY PROCEEDING
                 BEFORE THE UNITED STATES PATENT AND TRADEMARK OFFICE OR ANY
                 SIMILAR OFFICE OR AGENCY, TO MAINTAIN AND PURSUE EACH
                 APPLICATION (AND TO OBTAIN THE RELEVANT REGISTRATION) AND TO
                 MAINTAIN EACH REGISTRATION OF ANY TRADEMARK THAT IS MATERIAL
                 INTELLECTUAL PROPERTY, INCLUDING FILING OF APPLICATIONS FOR
                 RENEWAL, AFFIDAVITS OF USE, AFFIDAVITS OF INCONTESTABILITY AND
                 OPPOSITION AND INTERFERENCE AND CANCELLATION PROCEEDINGS.

          (vii)  IN THE EVENT THAT ANY MATERIAL INTELLECTUAL PROPERTY IS
                 INFRINGED UPON OR MISAPPROPRIATED OR DILUTED BY A THIRD PARTY,
                 THE GRANTOR SHALL NOTIFY THE SECURED PARTY PROMPTLY AFTER THE
                 GRANTOR LEARNS THEREOF. THE GRANTOR SHALL TAKE ALL APPROPRIATE
                 ACTION IN RESPONSE TO SUCH INFRINGEMENT,

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                 MISAPPROPRIATION OR DILUTION, AS DETERMINED IN THE EXERCISE OF
                 ITS REASONABLE BUSINESS JUDGEMENT, INCLUDING PROMPTLY BRINGING
                 SUIT FOR INFRINGEMENT, MISAPPROPRIATION OR DILUTION AND TO
                 RECOVER ANY AND ALL DAMAGES FOR SUCH INFRINGEMENT,
                 MISAPPROPRIATION OR DILUTION, AND SHALL TAKE SUCH OTHER ACTIONS
                 AS MAY BE APPROPRIATE IN ITS REASONABLE JUDGMENT UNDER THE
                 CIRCUMSTANCES TO PROTECT SUCH MATERIAL INTELLECTUAL PROPERTY.

     1.7. Schedule A to the Security Agreement is hereby supplemented to reflect
          the addition of the Trademarks set forth on Attachment A hereto.

          2.     NOTICES. Pursuant to Section 11(a) of the Security Agreement,
the Grantor hereby confirms the following as its notice information:

                 Merisant Company 2, Sarl
                 Av Jean Jacques Rousseau 7
                 Neuchatel, Switzerland CH-2000
                 Attention: Balvinder Dhillon
                 Facsimile No.: + 41 32 722 01 02
                 Telephone No.: + 41 32 722 01 01

                 with a copy to:

                 Merisant Company
                 10 South Riverside Plaza, Suite 850
                 Chicago, IL 60606
                 Attention: Chief Financial Officer
                 Facsimile No.: (312) 840-5440

          3.     NO NOVATION. It is the express intent of the parties hereto
that this Amendment is in no way intended to constitute a novation of any of the
Grantor's indebtedness which is evidenced by the SwissCo Intercompany Note. The
Grantor acknowledges and agrees that the security interest granted pursuant to
the Security Agreement with respect to the Collateral identified in any
supplement to Schedule A to the Security Agreement shall be in addition to, and
not in substitution for, the security interest granted in any other Collateral
pursuant to the Security Agreement. Nothing in this Amendment or in connection
with the transactions contemplated in connection with this Amendment or
otherwise shall be construed, directly or indirectly, by implication or
otherwise, to impair the validity, enforceability, priority, perfection or other
attributes of the security interest granted pursuant to the Security Agreement.

          4.     CONDITION OF EFFECTIVENESS. The effectiveness of this Amendment
is subject to the condition precedent that Secured Party shall have received
duly executed copies of the signature pages to this Amendment from all of the
parties hereto.

          5.     REFERENCES TO THE SECURITY AGREEMENT.

     5.1. Upon the effectiveness of Section 1 hereof, on and after the date
          hereof, each reference in the Security Agreement (including any
          reference therein to "this

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          Agreement," "hereunder," "hereof," "herein" or words of like import
          referring thereto) shall mean and be a reference to the Security
          Agreement as amended hereby.

     5.2. The execution, delivery and effectiveness of this Amendment shall not,
          except as expressly provided herein, operate as a waiver of any right,
          power or remedy of the Secured Party, nor constitute a waiver of any
          provision of the Security Agreement or any other documents,
          instruments and agreements executed and/or delivered in connection
          therewith.

          6.     GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

          7.     HEADINGS. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.

          8.     COUNTERPARTS. This Amendment may be executed by one or more of
the parties to this Amendment on any number of separate counterparts and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.

                     (Remainder of Page Intentionally Blank)

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     IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and
year first above written.


                                        MERISANT COMPANY 2, SARL

                                        By:  /s/ Luther C. Kissam IV
                                            -------------------------------
                                        Name:     Luther C. Kissam IV
                                        Title:    Director


                                        MERISANT COMPANY

                                        By:  /s/ Luther C. Kissam IV
                                            -------------------------------
                                        Name:     Luther C. Kissam IV
                                        Title:    VP Secretary & General Counsel

STATE OF NEW YORK  )
     :    ss
COUNTY OF NEW YORK )

     On the 11th day of July in the year 2003, before me, the undersigned,
personally appeared Luther C. Kissam IV personally known to me or proved to me
on the basis of satisfactory evidence to be the individual whose name is
subscribed to the within instrument and acknowledged to me that he executed the
same in his capacity as VP, Sec & Gen Counsel of Merisant Company 2, Sarl, and
that by his signature on the instrument, the individual, or the person upon
behalf of which the individuals acted, executed the instrument.

                                            /s/ John F. Storz
                                          -----------------------
                                          Notary Public

[affix stamp and seal]                               JOHN F. STORZ
                                           Notary Public, State of New York
STATE OF NEW YORK  )                                No. 02ST6090866
     :    ss                                 Qualified in New York County
COUNTY OF NEW YORK )                         Commission Expires 4/21/2007

     On the 11th day of July in the year 2003, before me, the undersigned,
personally appeared Luther C. Kissam IV personally known to me or proved to me
on the basis of satisfactory evidence to be the individual whose name is
subscribed to the within instrument and acknowledged to me that he executed the
same in his capacity as VP, Sec & Gen Counsel of Merisant Company, and that by
his signature on the instrument, the individual, or the person upon behalf of
which the individuals acted, executed the instrument.

                                            /s/ John F. Storz
                                          -----------------------
                                          Notary Public

[affix stamp and seal]                               JOHN F. STORZ
                                           Notary Public, State of New York
                                                    No. 02ST6090866
                                             Qualified in New York County
SIGNATURE PAGE TO AMENDMENT NO. 1            Commission Expires 4/21/2007